QED Terms and Conditions of Business

QED Independent Testing & Consultancy Limited
Standard Terms and Conditions of Business

1 Definitions

1.1 QED means QED Independent Testing & Consultancy Ltd.  Registered in England, Company Number 4229943. Registered Office: 5 Waterside, Station Road, Harpenden, Hertfordshire United Kingdom AL5 4US

1.2 Contract: means a contract between QED and the Client for professional services outlining details of fees, timescale, specification, and any other pertinent details necessary in the execution of services provided by QED.

1.3 Services: means the scope of professional services offered by QED to the client.

1.4 The Client: means the contracting party for whom QED is engaged to perform a service.

1.5 Terms and Conditions: The standard terms of engagement of QED for supply of professional services to the client.

1.6 Deliverables: means all documents, and materials relating to the project produced by QED in any form, paper or electronic media.

2 Services

2.1 QED will provide professional service to the client within an agreed timescale and with due care and attention, as far as its reasonably practicable.

2.2 QED may subcontract testing as appropriate to approved service providers that it considers are deemed competent.  The subcontracted work may be necessary in unforeseen circumstances or for the procurement of any specialist service.
2.3 Authorisation for the use of a subcontractor will be obtained from the client for specialist services.  QED will not be held liable for results generated by a subcontractor specified by the client.

3 Estimates and Quotations

3.1 Estimates are indicative of the client’s requirement and therefore subject to change depending on the nature of the project or submission of any additional information supplied by the client. 

3.2 Quotations are valid for acceptance for 30 days from the date of issue. If accepted within the validity period, the rates will remain fixed for a period of three months unless the scope of work is changed.  Any revision to the quoted fees will be issued in writing. Acceptance of our terms, conditions, and fees must be confirmed in writing.

3.3 QED will apply a minimum charge of £100.00 + VAT unless otherwise agreed in writing.

4 Payment of Fees

4.1 Payment is required against a Proforma invoice at the start of the project, any deviation from this will be agreed in writing by QED and the client.  The project will commence on receipt of the payment in full.  The standard method of payment is by BACS transfer, other methods may be necessary, these shall be agreed in advance.

4.2 VAT - All prices quoted exclude VAT and Customs and Excise duties, import duties and other similar levies inside or outside the United Kingdom which will be charged in addition.
4.3 Payment of QED’s fees is in Pound Sterling (GBP).  The client is responsible for the payment of all bank charges, taxes or currency exchange charges incurred.
4.4 Acceptance of our quotation and instruction to proceed with the project assumes that the client has read and accepted our terms and conditions. 
4.5 QED will accept written instruction from the client to proceed with a project by email or a formal purchase order. 
4.6 Reports - No verbal test results, or interim reports will be released without an official order from the customer or a letter of instruction.

4.7 Late Payment - We reserve the right to charge interest of 5% on all invoices paid after 30 days.

4.8 Third Party Clients - Invoices are normally addressed to and due from the contracting party.  QED must be informed at the start of the project where a third party is to pay in the place of the party accepting the quotation.  In these cases, both parties are jointly and severally responsible for the payment in full.  A formal acceptance of terms and conditions by the third party will also be required, or proof that the contracting party is acting as agent. (See clause 10.1).
5 Samples

5.1 The client is responsible for the delivery of samples to QED.  Any delays in delivery of items will cause delay in the agreed timescale for the project.

5.2 Sample Disposal - Unless otherwise agreed, samples will be disposed of after one month from the date of report.  If samples are retained at the request of the client beyond this time, a storage charge will be made.  Unless otherwise agreed, QED will charge for disposal of samples.

6 Confidentiality

6.1 The technical information and costs supplied with these Terms and Conditions are confidential information which shall not be used or disclosed to third parties without prior written permission from QED Independent Testing and Consultancy Ltd.
This obligation does not extend to any information known to the receiver before disclosure by the other party, information that is already in the public domain without fault on the part of the receiver, or disclosures made as a requirement of any legal or regulatory requirement.

7 Professional Indemnity Insurance

7.1 QED will provide proof of insurance to the client on request.
7.2 QED is not liable for loss of life, or injury, as a result of negligence, or deliberate misrepresentation of its test data.
7.3 QED is not liable for any direct or consequential loss to any business, goodwill, income, or other claims, as a result of provision of service to the client.

8 Termination

8.1 The client or QED may terminate the contract provided it is submitted in writing by either party giving sufficient notice (this may be a minimum of 2 working weeks).

8.2 Justification for termination from the client may be as a result of material breach that has not been accepted by QED and not rectified within the 2 working weeks.

8.3 Justification from QED may be due to material breach of the contract by the client provided that written notice has been submitted to the client and the client has agreed but the breach has remained un-resolved for 2 working weeks.
9 Delays and Force Majeure

9.1 QED will not be held responsible or liable for provision or delays in the services under the original contract if the delays are related to acts of God or events outside the control of QED.  Such events include fire, flood, accidents, unexpected breakdown of instruments, malicious damage, government order, or delays in supply chain of goods required for execution of our services.

10 Third Parties

10.1 Work on Behalf of Clients - Invoices will be addressed to and due from the contracting party.  QED must be informed at the start of the project where a third party is to pay in the place of the party accepting the quotation.  In these cases, a formal acceptance of terms and conditions by the third party will be required, or proof that the contracting party is acting as agent with power to bind the principle for the work.

10.2 Unless otherwise agreed in the original contract between the QED and the client, does not give any rights under the Contracts (Right of Third Parties) act 1999 to enforce any term of the contract.

10.3 The client will indemnify QED against any dispute or claim (including non-contractual disputes or claims) arising from third parties to whom the client has made known any deliverables.

11 Governing Law
The standard terms are governed by the laws of England and Wales and shall have exclusive jurisdiction in settling all contractual and non-contractual dispute or claims arising.